Representations and Warranties Additional Covenants. A. RX Technology represents and warrants that:
(i) RX Technology is, and will during the term of this Agreement be, solvent and able to meet its obligations hereunder as and when they become due;
(ii) RX Technology shall not use, or suffer or permit any person or persons to use, the Equipment and/or Facility for any purpose other than as set forth herein without the prior written consent of Six Flags, or in any unlawful manner or for any unlawful purpose;
(iii) RX Technology shall comply with, and use its best efforts to cause its agents and employees to comply with all rules and regulations of the Park as may be in effect from time to time. RX Technology confirms that it has been provided with a copy of the rules and regulations of the Park;
(iv) RX Technology will not offer or provide any Goods in or from the Concession or elsewhere in the Park, without the prior express written authorization of Six Flags. Any uncertainty with respect to the Goods which RX Technology is authorized to offer or provide shall be resolved in the manner which most limits and restricts RX Technology's authority, and any reasonable interpretation of such authority by Six Flags shall be binding upon RX Technology;
(vi) the Concession, including the Facility and the Equipment with respect thereto, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinances and regulations, including building, electrical and/or other codes, and will meet the operation objectives set forth herein;
(vii) RX Technology shall promptly pay all bills and charges relating to the Concession in the Park, including any Alterations to the Equipment and/or the Facility, and shall protect and indemnify Six Flags and the Park against all such bills and charges and liens relating thereto. In the event that RX Technology desires to contest any xxxx or charge which is the basis or which may be the basis for a lien against the Facility constituting the Concession or the Park or both, RX Technology shall, within five (5) days of notice therefor, obtain a bond of, or deposit collateral with, a responsible corporate surety or depository to protect against any such lien in the amount of any such xxxx estimated costs and expenses, including without limitation, attorney's fees and interest. If RX Technology fails to post such bond or collateral within the aforementioned time period, Six Flags may, without prejudice to any other right or remedy of Six...
Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this Amendment, each Borrower represents and warrants to the Lender that: (i) the execution, delivery and performance by the Borrowers of this Amendment and the transactions contemplated hereby (A) are and will be within the corporate powers of the Borrowers, (B) have been authorized by all necessary corporate action on behalf of the Borrowers, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower or any of its property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower is a party or by which any Borrower or any of Borrower's property is bound, and (E) will not result in the imposition of any lien, security interest or other encumbrance on any of the properties of any Borrower; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment shall be valid, binding and enforceable against the Borrowers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as of the First Amendment Effective Date (giving effect to Section 6 hereof), no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment and the Notes and Other Agreements executed in connection with this Amendment.
(b) On and as of the First Amendment Effective Date, each Borrower confirms, reaffirms and restates to the Lender the representations and warranties set forth in the Loan Agreement and each of the Other Agreements, except to the extent that such representations and warranties solely and expressly relate to a specific earlier date in which case such Borrower confirms, reaffirms and restates such representations and warranties as o...
Representations and Warranties Additional Covenants. 22
9.1 Representations and Warranties of TYME22 9.2 Representations and Warranties of Eagle23 9.3 Disclaimer of Warranty24 ARTICLE 10 INDEMNIFICATION; LIMITATIONS ON LIABILITY 24 10.1 Indemnification by TYME24 10.2 Indemnification by Eagle25
Representations and Warranties Additional Covenants. The Guarantor represents and warrants that (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Guaranty, and all necessary authority has been obtained; (b) this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms except as (i) such enforceability is limited by applicable Debtor Relief Laws; and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a general proceeding at law or in equity); (c) the making and performance of this Guaranty does not and will not violate the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected; and (d) all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been obtained or made and are in full force and effect.
Representations and Warranties Additional Covenants. 6.1 Wausau and Affiliates hereby represent and warrant to PBGC that each of the following is true and correct as of the Effective Date:
(a) Wausau Paper Corp. is a Wisconsin corporation headquartered in Mosinee, Wisconsin. The Xxxx Paper Company and The Middletown Hydraulic Company are Ohio corporations headquartered in Mosinee, Wisconsin. Wausau Paper Xxxxx, LLC, Wausau Timberland Company, LLC, and Wausau Paper Towel & Tissue, LLC are Wisconsin limited liability companies headquartered in Mosinee, Wisconsin. Wausau and Affiliates are qualified to do business under the laws of any state where a failure to so qualify would have a material adverse effect on their operations. Wausau and Affiliates have full power and authority to enter into and perform its obligations under this Agreement and to carry out and consummate the transactions contemplated by this Agreement.
(b) Wausau’s and Affiliates’ execution, delivery, and performance of this Agreement have been duly authorized by all necessary company action.
(c) Wausau’s and Affiliates’ execution and delivery of this Agreement, performance of its obligations hereunder, and compliance with the terms and provisions herewith (1) will not violate in any material respect any law applicable to Wausau or Affiliates or any of their properties, the consequences of which violation could reasonably be expected to have a material adverse effect on Wausau’s or Affiliates’ to perform its obligations hereunder, and (2) will not violate any material contract or agreement which is binding on Wausau, Affiliates, or their properties, or result in a breach of or constitute (with due notice, lapse of time or both) a default under any indenture, agreement, lease, or other instrument to which Wausau or Affiliates is a party.
(d) This Agreement has been duly executed by an authorized officer or other authorized representative of Wausau and Affiliates. This Agreement constitutes a legal, valid, and binding contract and agreement of Wausau and Affiliates enforceable by PBGC, and only by PBGC, against Wausau and Affiliates in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity.
6.2 PBGC hereby represents and warrants to Wausau and Affiliates that each of the following is true and correct as of the Effective Date:
(a) PBGC is a wholly-owned United States government corporation established under ...
Representations and Warranties Additional Covenants. The Company and the Guarantors jointly and severally represent, warrant to and covenant and agree with the Purchasers that (with any such representation or warranty applying to Greensteel being deemed to apply to Greensteel both before and after giving effect to the Amendment No. 2 Acquisitions):
III.1 No Default or Event of Default exists under the Note Agreement as of the date hereof or will exist after giving effect to the Amendment No. 2
Representations and Warranties Additional Covenants. 22 ARTICLE 10 INDEMNIFICATION; LIMITATIONS ON LIABILITY 24 ARTICLE 11 TERM AND TERMINATION 26 ARTICLE 12 MISCELLANEOUS 27
Representations and Warranties Additional Covenants. (a) Subordinate Lender represents and warrants that (i) the outstanding principal balance of the Subordinate Loan as of the date hereof after giving effect to the initial advance made under the Subordinate Loan Agreement on the date hereof is $6,000,000.00, (ii) the Subordinate Loan Documents are in full force and effect and have not been amended or modified in any manner whatsoever, (iii) Subordinate Lender has the fall power and authority to enter into this Agreement without the consent or approval of any other person or entity, other than those heretofore obtained and (iv) the person executing this Agreement on behalf of Subordinate Lender has the full power and authority to enter into this Agreement without the consent or approval of any other person or entity, other than those heretofore obtained.
(b) Senior Lender represents and warrants that (i) the outstanding principal balance of the Senior Loan as of the date hereof is $14,000,000.00, and no portion of the Senior Loan remains to be advanced or readvanced, (ii) the Senior Loan Documents are in full force and effect and have not been amended or modified in any manner whatsoever, (iii) Senior Lender has not sent any notice of default under the Senior Loan Documents which remains uncured as of the date hereof and Senior Lender has no knowledge of any defaults thereunder, (iv) Senior Lender has the full power and authority to enter into this Agreement without the consent or approval of any other person or entity, other than those heretofore obtained and (v) the person executing this Agreement on behalf of Senior Lender has the full power and authority to enter into this Agreement without the consent or approval of any other person or entity, other than those heretofore obtained.
Representations and Warranties Additional Covenants. Licensee represents and warrants that:
A. Licensee is, and will during the Term of this Agreement be, solvent and able to meet its obligations hereunder as when they become due.
B. Licensee shall not use, or suffer or permit any person or persons to use, any Equipment and/or Facility for any purposes other than set forth herein without the prior written consent of Park Management, or in any unlawful manner or for any unlawful purpose.
C. Licensee shall comply with, and use its best efforts to cause its agents and employees to comply with; all rules and regulations of the Park as may be in effect from time to time.
D. Licensee will not offer or provide any Services in or from the Attraction or elsewhere in the Park, without the prior express written authorization of Park Management. Any uncertainty with respect to the Services which Licensee is authorized to offer or provide shall be resolved in the manner which most limits and restricts Licensee's authority, and any reasonable interpretation of such authority by Park Management shall be binding upon Licensee.
E. The Attraction, including the Equipment, will be fit and safe for its intended commercial use, shall be free from defects, shall comply with all applicable laws, ordinance and regulations.
Representations and Warranties Additional Covenants. 26 ARTICLE IX. TAXES 27
